These General Terms and Conditions (“GTC”) apply to all users (“you”, “user” or “the Client”) of Emply Hire (“the Solution”). The Client and Emply International ApS are individually referred to as a “Party” or jointly as “the Parties”.

It is a condition for using the Solution that the Client has entered into an Agreement for Software as a service (“Agreement”) and accepts these GTC and Emply’s Privacy Policy, all of which constitute the Parties’ agreement.

The GTC, the Privacy Policy and the Agreement comprise the entire contractual relationship between the Parties regarding the Solution.

When having entered into the Agreement, the Client may use the Solution in accordance with the GTC.

By accessing the Solution, the Client agrees to these GTC.

Any new features added to the Solution shall be subject to the GTC.

The GTC may be updated from time to time and the most current version of the GTC shall govern the Parties’ contractual relationship.

In case of material changes to the GTC, Emply will notify the Client of the change.

It is the Client’s responsibility to stay updated on changes in the GTC, even if Emply aims to notify the Client in advance of any significant changes of the GTC.

If the Client does not abide by these GTC, Emply may terminate the Client’s account and the contractual relationship between the Parties with immediate effect. The Client will be liable for any damage caused.

Granted rights

Emply ApS has the legal and beneficial title, copyright, and any other intellectual property right as well as all other rights to all software connected with the Solution as well as all other rights to all written materials, including, but not limited to, documentation, training material, and reports, prepared by Emply ApS. Emply ApS is the parent company of Emply International ApS (100%). Emply ApS has transferred all sales rights to the Solution to Emply International ApS. Emply International ApS is consequently the legal entity entering into the Agreement with the Customer.

Emply ApS shall retain the rights mentioned under section ‎2.1.

These reserved rights also govern the look-and-feel of the Solution as well as any and all related and basic technology, all and any modification, variation, annex or derivation of the Solution whether developed, assumed or created by or for Emply ApS.

Emply provides the Client with the right of use of the Solution, including written material (and videos, if any) for training, report writing, and similar. The license does not give the Client a right to transfer, license, sub-license, or in any other way dispose of or allow others to dispose of those rights.

The right to use implies the Client’s right to create (an adequate amount of) user profiles in the Solution in order to manage Client’s projects.

Any breach of the rights of Emply ApS or its associated parties or partners shall be subject to adequate action in accordance with governing legislation.

Client identity and subsidiaries

The rights granted to the Client are non-transferable and do not allow the Client to enrol other parties in the Solution, see section ‎2.4.

However, if the Parties have agreed, that the Client is allowed to enrol other judicial contractual parties, which are a part of the Client’s group of companies and closely associated with the Client, such companies must be identified in an exhibit to the Agreement. Such exhibit to include at least a confirmation from the holder of the signatory powers of the undertaking of the Agreement by each associated company, and name, address, and EAN-location number and any other relevant information for the company to be included in the Agreement. The Client will be fully and jointly liable for all use of the Solution by the Client or any such third parties, who the Client has enlisted in the Agreement.

User profile/account

When signing up for the Solution, the Client must create a user profile in the Solution.

User profiles are personal and may not be shared with other people within or outside of the Client’s organization.

The Client is responsible for creating and maintaining a secure password for its profile. Emply is not liable for loss or damage suffered as a consequence of the Client not living up to this obligation.

Users are obligated immediately to report any suspected loss, theft or other unauthorized use of any of the Client’s user profiles.

Contents

All data will belong to the Client, as Emply merely acts as a service provider of the Solution. The Client is and will be held responsible for that data. The Client’s data may not include anything, which is illegal or may be viewed illegal under any governing law or any third party’s rights. This will also apply to violations of copyrights, trademarks and any other right.

The Client should implement measures to examine the data and information the Client submits to the Solution prior to submitting them.

Actions

Any action by the Client, which will lead to the misuse (or the intended misuse of the Solution), or the basis on which the Solution has been offered, will allow Emply to discontinue the Solution without notice. Such actions may involve (but are not limited to the following): Violations of proprietary rights of others, hereunder copyrights, inappropriate or provocative actions, interference with the Solution (or that of others), distribution of malware, spam, actions of phishing or other destructive or deceptive actions or any like items or actions or omissions irrespective of their nature or origin if they can or are intended to influence (directly or indirectly) the Solution or the service of others. For the same reason the unlawful actions mentioned in this Section will also apply to similar actions executed by any third party which the Client has enabled (directly or indirectly) to utilize the Solution, and may consequently cause Emply to discontinue the Solution (for cause).

Accessibility and availability

Emply will make reasonable efforts in order to secure, that the Solution is available to the Client. However, situations can occur, where the Client may experience limitations in the access to the Solution. This will typically be in the case of emergency repairs, technical problems with our telecommunication or similar situations. Emply works hard to prevent any such disruptions.

Third Party Software/Code

By using the Solution you accept, that the Solution may entail software and elements, which have been programmed and/or produced by Emply ApS or by Emply’s subcontractors as the case may be.

Further, you may have agreed with Emply (by a separate agreement) to purchase custom-made deliveries. Such deliveries may also have been developed by Emply or a third party. If the deliverable is a third party product, your purchase thereof (and your use of the software) will be entirely between you and that third party (under a separate agreement), even if Emply has initiated the contact or agreement between you. The same goes for any exchange of data.

Should you choose to install a third party product or service for use with the Solution you hereby authorize Emply to allow that third party to gain access to your data as it may be required for the support of the Solution or the interoperation of the given products (as add-ons or like developments). Emply is not responsible for any processing of your data in this regards (hereunder but not limited to the required disclosure, modification, deletion or like actions resulting from the access by the third party), nor is Emply responsible for any malfunctioning of the Solution/the Client’s system due to such products.

IT-integration and data transfer

Should the Client require IT-integration or data transfer, a specification shall be prepared outlining the IT-integration and data transfer required by the Client. Further, the Client must provide sufficient insight into its current IT set-up.

Emply will then inform the Client of the ability to undertake the task, the relevant terms, time scale, and price for carrying out the tasks.

IT-integration and data transfer may vary in extent and complexity from one client to the next. Any such tasks, therefore, shall only be carried out subject to a quotation and a separate analysis and agreement.

Confidentiality

Unless stated otherwise in the Privacy Policy, the Client and Emply agree to keep all information received during the term of the Agreement strictly confidential unless the information has been qualified otherwise.

This means that both the Client and Emply will hold in the strictest confidence and agree not to use (except for when required to fulfil obligations under the Privacy Policy), or to disclose to any person, firm or corporation, any Confidential Information of the other party. ”Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of the Client/Emply and/or any other corporation or other legal entity affiliated with the Client/Emply, technical data, trade secrets or know-how, including but not limited to research, product plans, designs or other information regarding the Client/Emply’s products or services, and markets therefore, customer lists and customers, software, designs, development, inventions, processes, formulas, technology, science, drawings, engineering, hardware, configuration, information, marketing, finances or other business information. Confidential Information does not include any of the foregoing items, which have become publicly known and made generally available through no wrongful act of the receiving party or any person acting in consort with the receiving party.

The Client recognizes that the Solution, the etablishment thereof and the Client’s continued authorized use thereof is depending on the Client’s explicit undertaking to hold all and any proprietary or Confidential Information in the strictest confidence. Further, the Client agrees not to utilize it, disclose it to any person, firm or corporation or to use it in any way, which may be considered contradictory to the interest of Emply, or the terms on which the Solution was made available to the Client. The operation of the Solution and use of proprietary information must always be carried out in accordance with the Privacy Policy and the preconditions for the Privacy Policy.

Emply recognizes that the Client will upload confidential or proprietary information to the Solution, and that such information is subject to a duty on Emply’s part to maintain the confidentiality thereof and to use it only for limited purposes.

For the avoidance of doubt, this clause does not constitute a separate warranty with respect to the operation of the Solution.

Any violation of the secrecy obligations may be subject to an injunction or similar legal actions anywhere, without Emply having to post bond or present any security in support of such application for equitable relief. Further, Emply shall be allowed to discontinue the Client’s access to the Solution based on the Client’s failure to observe its secrecy obligations.

While Emply does collect data, Emply will not engage in any sale, license or share of any of the Client’s personal data.

Emply may be required to disclose personal data uploaded by the Client, if Emply in good faith believes to be lawfully authorized or obligated to do so. The same will apply, if Emply finds it reasonably necessary in order to comply with legal requirements, administrative orders or if required for like reasons.

The Client is obligated to obtain sufficient written consent from any person, whose data the Client submits to the Solution. Failure to provide such documentation upon Emply’s request thereof, may lead Emply to discontinue the Client’s use of the Solution.

The Client recognizes that the Client can only access the Solution by using identified user and password combinations. The Client must implement safety measures to secure those codes with dedicated employees, and to maintain relevant procedures to ascertain the safekeeping and good it-operation standards.

Liability and limitation of liability

The potential liability of Emply for damages for any losses, direct or indirect, in any situation and notwithstanding the reasons for this, shall be limited to an amount corresponding to 200% of the amount invoiced to the Client for the product or service in question, in the year in which the loss is incurred.

Emply does regard strict security surrounding all deliveries by Emply and the Solution as a requirement. This also applies to any data in the Solution. Emply has entered into an agreement with a high-level security storage facility (pertaining to hosting) and will observe any relevant security standard in the industry. However, Emply cannot undertake any liability for any breaches of the security due to actions beyond Emply’s control (such as actions or omissions by Emply’s contractors, third parties or actions against the law).

Emply’s delivery of the Solution

The Agreement entered into between the Parties sets forth a Delivery Date. “Delivery date” means the day, when the agreed implementation and configurations of the Solution have been performed and the Client is granted access to the Solution.

In case of any changes to the agreed configuration or implementation or any other circumstances having an impact on Emply’s work, Emply has the right to postpone the Delivery Date. In case of such postponement, Emply will notify the Client of this in writing.

Invoices and payment terms

InvoicingThe configuration service, implementation and first user licence invoice will be issued no later than 30 days after the Delivery Date set forth in the Agreement.

The user licence will be invoiced in advance for a 12-month period.

Deliveries in the form of IT-integration and data transfer will be invoiced with a 60 % deposit payable upon Client’s order of such service and the balance of the remainder 40 % will be invoiced upon delivery.

Payment termsInvoiced amounts will be due for payment on the date of the invoice with a credit allowance of 30 days net.

Interest is payable on all overdue amounts calculated on a daily basis at the rate of 1.5 % per month from the due date until total payment (including payment of the interest) is received by Emply.

The Client shall not be entitled to offset or withhold any part of the licence fee, as that will constitute a breach of contract allowing Emply to terminate the Parties’ contractual relationship with immediate effect and shut down the Client’s access to the Solution.

Duration and renewal

At the expiration of the contract period set forth in the Agreement, unless otherwise notified by either of the Parties within 1 month before the date of expiration, the contractual relationship between the Client and Emply will automatically be renewed for additional 12 months.

In case of an automatic renewal in accordance with section ‎14.1, and the Client has made more projects during the previous 12 months than initially stipulated between the Parties, Emply has a right to change the license fee accordingly.

Termination

After the expiration of the contract period set forth in section 2 of the Agreement, both Parties may terminate the contractual relationship between the Parties with a three-month notice to the end of a month.

In case of termination, any prepaid amounts will not be reimbursed. This also applies to any prepayments beyond the end of the termination notice.

The Client’s access to the Solution will terminate upon the end of the termination notice.

Storage of data in case of termination of agreement/discontinuation of the Solution

In case of termination of the agreement or discontinuation of the Solution, Emply will make the Client’s data available to the Client for up to 40 days at the request of the Client.

Emply will invoice to the Client all expenses in connection with the making available and/or transfer of the Client’s data.

Communication

Notice of termination and all other contractual communications shall be in writing, and when addressed to Emply to the address contracts@emply.com.

Breach of agreement
In the event that one of the Parties is in breach of the Agreement and the preconditions on which is has been based, the other Party shall be entitled to terminate the Agreement for cause and to claim damages and compensation for any losses incurred (with the limitations set forth under section ‎11 hereof).

In case of a material breach, the other Party shall be able to terminate the Agreement for cause and claim compensation immediately. All actions mentioned under these GTC section ‎6 are considered material breaches.

In case of non-material breach of the Agreement, the other Party shall not be able to terminate the Agreement for cause and claim compensation before a written complaint has been lodged in respect of the said claimed breach, and the Party in breach has been served a deadline of 30 days in which to remedy the breach.

Choice of law and venue

Any dispute or claim arising out of the GTC and/or the Agreement, or the breach, termination or invalidity hereof, shall be governed by the laws of Denmark excluding the choice of law provisions.

Any dispute or claim arising out of the GTC and/or the Agreement, or the breach, termination or invalidity hereof must be brought before a court of law in Denmark.